Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. Within forty-five (45) days after the Closing Date, Seller shall prepare with the assistance of its independent certified public accountants ("Seller's Auditors") and present to Buyer the balance sheet of the Aerospace Business as of the Closing Date (the "Proposed Closing Balance Sheet"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal accounting procedures consistent with past practice, the financial position of the Aerospace Business as of the Closing Date using practices and procedures applied in a manner consistent with the preparation of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement unless Buyer gives written notice of disagreement with any of the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm.

Closing Balance Sheet. Within forty-five (45) days after As soon as reasonably --------------------- practicable following the Closing Date, Seller and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare with the assistance of its independent certified public accountants and deliver to Seller ("Seller's Auditors"i) and present to Buyer the a consolidated balance sheet of the Aerospace Business Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Proposed Closing Balance Sheet"). The parties agree that , (ii) a consolidated balance sheet of the Proposed Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall be prepared so include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that it presents fairlywould have been paid by the Acquired Companies to the Employees, in accordance with GAAP the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (except such sum being referred to as footnoted thereinthe "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and Sellernot paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's normal accounting procedures actuary in the U.K. consistent with past practiceits prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the financial position of Interim Period EBITDA, and the Aerospace Business as of the Closing Date using practices Interim Period Capital Expenditures shall be prepared in accordance with GAAP and procedures applied in on a manner basis consistent with the preparation of the Company Financial StatementsStatements (except as specified in the definition of Interim Period EBITDA). Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right In order for Seller to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of verifying such calculation) and to review the accuracy calculation of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet shall be binding upon Actual Retention Bonuses, the parties Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to this Agreement unless Buyer gives written notice of disagreement with any Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the values or amounts contained therein to Seller within thirty Acquired Companies (30) Business Days after its receipt and shall provide copies of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent applicable portions of such disagreement. If Buyer books and Seller mutually agree upon records as may be reasonably requested), to the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties extent reasonably related to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay and the fees and disbursements of Buyer's Auditors. The fees and disbursements calculation of the First Choice or Closing Net Working Capital Amount, the Selected FirmClosing Indebtedness, as the case may beActual Retention Bonuses, shall be paid by Buyer the Actual Sales Bonuses and Seller as the First Choice or Actual U.K. Funding Amount, and the Selected Firm, as Net Interim Period Adjustment Amount (and the case may be, shall determine based upon its assessment elements of the relative merits of the positions taken by each in any disagreement presented to such firmcalculation).

Closing Balance Sheet. Within forty-five As promptly as practicable after the Closing Date (45but in no event more than sixty (60) days after the Closing Date) (such date, Seller shall the "Closing Financial Statements Delivery Date"), the Purchaser will prepare with the assistance of its independent certified public accountants ("Seller's Auditors") and present deliver to Buyer the Holding a balance sheet of the Aerospace Business GLAS as of the close of business on the day immediately preceding the Closing Date (the "Proposed Closing Balance Sheet"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so accompanied by a certificate of the Vice President - Controller of the GLAS Business as constituted by the Purchaser as of such date to the effect that it presents the Closing Balance Sheet present fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal the accounting procedures practices of GLAS applied on a basis consistent with past practicethe Financial Statements for the year ended December 31, 1998, the financial position condition of the Aerospace Business GLAS as of the close of business on the day immediately preceding the Closing Date using practices and procedures Date. The Closing Balance Sheet will be prepared in accordance with GAAP, applied in on a manner basis consistent with the preparation Financial Statements for the year ended December 31, 1998. Holding and a firm of independent public accountants designated by Holding ("Holding's Accountant") will be entitled to reasonable access during normal business hours to the relevant records and working papers of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have GLAS Business as constituted by the right Purchaser to aid in their review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet shall be binding upon deemed to be accepted by Holding and shall be conclusive for the parties to this Agreement unless Buyer gives written notice of disagreement with any purposes of the values adjustment described in SECTIONS 4.4.2 and 4.4.3 hereof except to the extent, if any, that Holding or amounts contained therein to Seller Holding's Accountant shall have delivered, within thirty (30) Business Days days after its receipt of the Proposed date on which the Closing Balance SheetSheet is delivered to Holding, a written notice to Purchaser stating each and every item to which Holding takes exception, specifying in reasonable detail the nature and extent of any such disagreementexception (it being understood that any amounts not disputed as provided herein shall be paid promptly). If Buyer a change proposed by Holding is disputed by Purchaser, then Purchaser and Seller mutually agree upon Holding shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt date on which Holding gives Purchaser notice of any notice of disagreement from Buyersuch proposed change, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such periodproposed change still remains disputed, the disagreement shall be referred for final determination to PricewaterhouseCoopers then Purchaser and Holding hereby agree that KPMG LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Accounting Firm") shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to make a determination with respect to the issues that are disputed by the parties, based on presentations by Holding and Purchaser, and by independent review of the resolution Accounting Firm if deemed necessary in the sole discretion of that disagreement the Accounting Firm, which determination shall be limited to only those issues still in dispute. The decision of the Accounting Firm shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as in accordance with the "Closing Balance Sheet." The fees and disbursements provisions of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditorsthis SECTION 4.4.1. The fees and disbursements expenses of the First Choice or the Selected Accounting Firm, as the case may beif any, shall be paid equally by Buyer Purchaser and Seller Holding. The date on which the Current Assets Amount is finally determined pursuant to this SECTION 4.4.1 is referred to hereinafter as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm"DETERMINATION DATE."

Closing Balance Sheet. Within forty-five (45) days As soon as practicable, but in no event later than 120 calendar days, after the Closing Date, Seller Buyers, at Buyers’ sole expense, shall prepare with the assistance of its independent certified public accountants cause to be prepared and delivered to Sellers ("Seller's Auditors"a) and present to Buyer the an unaudited consolidated balance sheet of the Aerospace Business KJBC as of the Closing Date Effective Time (the "Proposed “Closing Balance Sheet"”), (b) a listing of the KBC Inventory and the book value thereof (“Book Value”) as of the Effective Time (the “Closing KBC Inventory Statement”), (c) a listing of the Gramercy Inventory and the Book Value thereof as of the Effective Time (the “Closing Gramercy Inventory Statement”), and (d) a listing of the KBC Employee Loans outstanding as of the Effective Time and the aggregate face value of such loans (the “Closing Employee Loan Statement” and together with the Closing Balance Sheet, the Closing KBC Inventory Statement and the Closing Gramercy Inventory Statement, the “Closing Statements”). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairlyfrom the books and records of KJBC, and in accordance with GAAP (except as footnoted therein) and Seller's normal accounting procedures JGAAP applied on a basis consistent with past practicethe Balance Sheet. When the Closing Statements are delivered to Sellers, Buyers shall deliver a statement containing Buyers’ calculations, based on the financial position Closing Statements (the “Buyers’ Proposed Calculations”), of the Aerospace Business (a) Modified Working Capital as of the Effective Time (the “Closing Date using practices and procedures applied in a manner consistent with Modified Working Capital”), (b) the preparation Book Value of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy KBC Inventory as of the Proposed Effective Time (the “Closing Balance Sheet. The Proposed Closing Balance Sheet shall be binding upon KBC Inventory”), and (c) the parties to this Agreement unless Buyer gives written notice of disagreement with any Book Value of the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt Gramercy Inventory as of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP Effective Time (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for “Closing Gramercy Inventory”). For purposes of this AgreementAgreement “Modified Working Capital” means the difference between (a) the sum of (i) total current assets of KJBC in the categories listed on Exhibit E and (ii) the aggregate face value of the KBC Employee Loans outstanding and (b) total current liabilities of KJBC in the categories listed on Exhibit E, including the current portion of long-term debt. If Buyer and Seller cannot agree The Closing Modified Working Capital shall be calculated on the Selected Firmsame basis as, it and in accordance with, the sample calculation of Modified Working Capital as of August 31, 2003 attached as Exhibit E, except as expressly otherwise provided in Exhibit E. The Closing KBC Inventory Statement shall be chosen by prepared on the First Choice same basis as the Balance Sheet Date KBC Inventory Statement and the Closing KBC Inventory will be calculated on the same basis as, and in accordance with, the sample calculation of the Book Value of the KBC Inventory as of August 31, 2003 attached as Exhibit F. The Closing Gramercy Inventory Statement shall be a nationally recognized firm. The Proposed Closing prepared on the same basis as the Balance Sheet as finally determined is referred to herein as Date Gramercy Inventory Statement and the "Closing Balance Sheet." The fees Gramercy Inventory will be calculated on the same basis as, and disbursements of Seller's Auditors incurred in accordance with, the preparation sample calculation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements Book Value of the First Choice or the Selected FirmGramercy Inventory as of August 31, 2003 attached as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm.Exhibit D.

Closing Balance Sheet. Within forty-five sixty (4560) days after the Closing Date, Seller shall Buyer will prepare with the assistance of its independent certified public accountants ("SellerBuyer's Auditors") and present to Buyer Shareholders the balance sheet of the Aerospace Business Tranzparts as of the Closing Date (the "Proposed Closing Balance Sheet"), together with the calculation of the Adjusted Shareholders' Equity (the "Closing Calculation"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal accounting procedures consistent with past practice, present fairly the financial position of the Aerospace Business Tranzparts as of the Closing Date using practices and procedures applied in a manner consistent with the preparation of the Financial Statements. Buyer Inventory shall be valued on the Proposed Closing Balance Sheet and its the Closing Balance Sheet in accordance with the procedures outlined on SCHEDULE 2.04. Shareholders and Tranzparts' independent certified public accountants ("Buyer's Tranzparts' Auditors") shall have the right to review and copy, promptly upon request, the workpapers of SellerBuyer's Auditors (the "Workpapers") utilized in preparing the Proposed Closing Balance Sheet and calculating the Closing Calculation for purposes of verifying the accuracy of the Proposed Closing Balance SheetSheet and the Closing Calculation. The Proposed Closing Balance Sheet and the Closing Calculation shall be binding upon the parties to this Agreement unless Buyer gives Shareholders holding a majority of the Shares outstanding immediately prior to Closing give written notice of disagreement with any of the said values or amounts contained therein to Seller Buyer within thirty fifteen (3015) Business Days days after its their receipt of the Proposed Closing Balance Sheetsheet and the Workpapers, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller Shareholders holding a majority of the Shares outstanding immediately prior to Closing mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt balance sheet and/or the Adjusted Shareholders' Equity of any notice of disagreement from BuyerTranzparts, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller Shareholders holding a majority of the Shares outstanding immediately prior to Closing are unable to resolve any such disagreement within fifteen (15) days after Buyer's receipt of such periodnotice from Shareholders, the disagreement shall be referred for final determination to PricewaterhouseCoopers Deloitte & Touche LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller Shareholders (the "Selected Firm") ), and the resolution of that disagreement and the calculation of the Total Consideration resulting therefrom shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller Shareholders cannot agree on the Selected Firm, it shall be chosen by the First Choice Buyer's Auditors and shall be a nationally recognized firmTranzparts' Auditors, by mutual agreement. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of SellerBuyer's Auditors incurred in the preparation of the Proposed Closing Balance Sheet and the audit thereof shall be paid by SellerBuyer. Buyer Shareholders shall pay the fees and disbursements of Buyer's AuditorsTranzparts' Auditors in proportion to their ownership of Shares on the date hereof. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, Firm shall be paid by Buyer and Seller Shareholders as the First Choice or the Selected Firm, as the case may be, Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm.

Closing Balance Sheet. Within forty-five (45) days after As soon as reasonably practicable following the Closing Date, and in any event within 90 days thereafter, Seller shall prepare with and deliver to Purchaser (i) the assistance of its independent certified public accountants ("Seller's Auditors") and present to Buyer the audited balance sheet of the Aerospace Business (which shall include a physical inventory) as of the close of business on the Closing Date (the "Proposed Closing Balance Sheet"), together with the audit reports of PricewaterhouseCoopers LLP ("Seller's Accountant"), and (ii) a calculation of net working capital based on the ledger accounts included in such calculation on Exhibit 1.3(a) (which amount shall be (x) decreased by the amount of the prepaid insurance retained by Sellers as shown in ledger account number 080-010 and (y) increased by the amount of the Prepaid Ad Expense) including, without duplication, in the calculation thereof all Cure Costs ("Net Working Capital") as reflected on the Closing Balance Sheet (the "Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet and calculation). The Closing Balance Sheet shall include a separate line item reflecting the amount of Accrued Vacation as of the close of business on the Closing Date (the "Closing Vacation Accrual"). The parties acknowledge and agree that the Proposed amount of Accrued Vacation shall not be reduced by the Accrued Vacation Reduction, and shall, in all cases, be reflected as a current liability on the Closing Balance Sheet. In addition, the Closing Balance Sheet shall set forth, separate and apart from the calculation of the Net Working Capital, and, therefore, not included in the calculation of the Net Working Capital, the amount of the post-retirement benefits accrual as of the Closing as such post-retirement benefits accrual is reflected in ledger account number 409 and is attributable to employees and former employees of the Business and determined in the ordinary course of business consistent with past practice in a manner consistent with GAAP (as defined below) and with past practice (the "Post-Retirement Benefits Accrual"). Except as set forth on Exhibit 1.7(a), the Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (except as footnoted therein) generally accepted accounting principles and Seller's normal accounting procedures consistent with past practice, the financial position practices of the Aerospace Business as of the Closing Date using practices United States in effect from time to time ("GAAP"), and procedures applied in on a manner basis consistent with the preparation of the Financial StatementsStatements (as defined in Section 2.5) and Exhibit 1.7(a) and Exhibit 1.3(a), including appropriate closing adjustments as if the Closing were at a fiscal year end (provided that, except as set forth on Exhibit 1.7(a), no liabilities or reserves reflected on the Reference Balance Sheet shall be reduced or eliminated except by reason of a payment or credit in the ordinary course of business and consistent with past practice (except for the trade account accrual under ledger account 450-035 which shall be calculated in a manner consistent with GAAP and in the ordinary course of business consistent with past practice). Buyer In order for Seller to prepare the Closing Balance Sheet, Purchaser will provide to Seller and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the Proposed circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and for purposes of verifying the accuracy calculation of the Proposed Closing Net Working Capital Amount. Purchaser acknowledges that Seller will have primary responsibility for preparation of the Closing Balance Sheet. The Proposed Closing Balance Sheet Seller shall be binding upon the parties also give Purchaser and its representatives, including Arthxx Xxxexxxx XXX ("Purchaser's Accountant"), access to this Agreement unless Buyer gives written notice of disagreement with any of the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature all work papers and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First Choice") or, if such firm is not available, such all other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm.supporting

Closing Balance Sheet. Within forty-five (45) In order to determine the Purchase Price Adjustment, GTS shall prepare and deliver to Purchasers, within 60 days after following the Closing Date, Seller shall prepare with the assistance of its independent certified public accountants ("Seller's Auditors") and present to Buyer the balance sheet of the Aerospace Business as of the Closing Date (the "Proposed Closing Balance Sheet"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairlyby GTS at its own expense with the assistance, if applicable, of personnel of Sellers who become employees of Purchasers as of or following the Closing as may be reasonably requested by GTS. The Closing Balance Sheet (i) shall be prepared in accordance with GAAP the GTS Accounting Principles, (except ii) shall have the same line items as footnoted thereinset forth in the March 31st Balance Sheet and (iii) shall not take into consideration any events occurring after the Closing. GTS shall permit, and Seller's normal accounting procedures consistent with past practiceshall use its commercially reasonable efforts to cause its accountants to permit, the financial position of the Aerospace Business as of the Closing Date using practices Purchasers’ accountants reasonable access to all work papers and procedures applied other pertinent information used in a manner consistent connection with the preparation of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheet. The Proposed If the Purchase Price as determined based on the Closing Balance Sheet shall be as the same becomes final and binding upon on the parties pursuant to this Agreement unless Buyer gives written notice Section 2.6(b) is less than the Estimated Purchase Price, then GTS and GTF (in accordance with the allocation set forth on Schedule 2.5(c)) shall remit to Purchasers the Purchase Price Adjustment, together with interest thereon at the 60 day London InterBank Offered Rate (LIBOR), as reported by Bloomberg on the Closing Date calculated on an annual basis but prorated for the actual number of disagreement with any days for which interest is to be paid (i.e., the number of days from but excluding the values or amounts contained therein Closing Date to Seller within thirty and including the date of payment) (30) the “LIBOR Rate”), by wire transfer of immediately available funds, not later than the third Business Days Day after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be becomes final and binding upon the parties hereto for purposes of this Agreementpursuant to Section 2.6(b), to an account that Purchasers shall designate to GTS. If Buyer and Seller cannot agree the Purchase Price as determined based on the Selected FirmClosing Balance Sheet, it shall be chosen as the same becomes final and binding upon the parties pursuant to Section 2.6(b), is greater than the Estimated Purchase Price, then, Purchasers shall, in accordance with the allocation set forth on Schedule 2.5(c), remit to GTS and GTF the Purchase Price Adjustment, together with interest thereon at the LIBOR Rate from the Closing Date to the date of payment, by wire transfer of immediately available funds, not later than the First Choice and shall be a nationally recognized firm. The Proposed third Business Day after the Closing Balance Sheet as finally determined is referred becomes final and binding upon the parties pursuant to herein as the "Closing Balance Sheet." Section 2.6(b), to accounts that GTS and GTF shall designate to Purchasers. The fees and disbursements of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet Purchase Price shall be paid by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice deemed adjusted downwards or the Selected Firmupwards, as the case may bebe (in accordance with the allocation set forth on Schedule 2.5(c), shall be paid if applicable), by Buyer and Seller as the First Choice amount remitted by GTS or GTF, on the Selected Firmone hand, as or Purchasers, on the case may beother hand, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented under this Section 2.6 subject to such firmadjustment pursuant to Section 2.6(b).

Closing Balance Sheet. Within forty-five Schedule 2.3 of the Disclosure Schedule sets forth a calculation of the consolidated net worth of the Target and its Subsidiaries based on the balance sheet contained in the Most Recent Month End Financial Statements. As promptly as practicable after the Closing Date (45but in no event more than ninety (90) days after the Closing Date), Seller shall Buyer will cause the Target to prepare with and deliver to the assistance of its independent certified public accountants ("Seller's Auditors") and present to Buyer the balance sheet Sellers consolidated financial statements of the Aerospace Business Target and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date (the "Proposed Closing Balance SheetCLOSING FINANCIAL STATEMENTS"). The parties agree Closing Financial Statements shall be accompanied by a certificate of the Chief Financial Officer of the Target to the effect that the Proposed Closing Balance Sheet shall be prepared so that it presents Financial Statements present fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal the accounting procedures practices of the Target and its Subsidiaries applied on a basis consistent with past practicethe Financial Statements, except with respect to those changes set forth on Schedule 4.10, the financial position condition of the Aerospace Business Target and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date using practices and procedures Date. The balance sheet contained in the Closing Financial Statements shall be referred to herein as the "CLOSING BALANCE SHEET." The closing Financial Statements will be prepared in accordance with GAAP, applied in on a manner basis consistent with the preparation of the 1995 Year End Financial Statements. Buyer , except with respect to certain agreed changes in accounting policies as set forth in Schedule 4.10 attached hereto and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheetincorporated herein by this reference. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement unless Buyer gives written notice of disagreement with any accompanied by reasonably detailed schedules including a calculation of the values Net Worth Value. The Sellers and a firm of independent public accountants designated by the Sellers (the "SELLERS' ACCOUNTANT") will be entitled to reasonable access during normal business hours to the relevant records and working papers of the Target and its Subsidiaries to aid in their review of the Closing Financial Statements. The Closing Financial Statements shall be deemed to be accepted by the Sellers and shall be conclusive for the purposes of the adjustment described in Sections 2.3(b) and 2.3(c) hereof except to the extent, if any, that the Sellers or amounts contained therein to Seller the Sellers' Accountant shall have delivered, within thirty (30) Business Days days after its receipt of the Proposed date on which the Closing Balance SheetFinancial Statements are delivered to the Sellers, a written notice to Buyer stating each and every item to which the Sellers take exception, specifying in reasonable detail the nature and extent of any such disagreementexception (it being understood that any amounts not disputed as provided herein shall be paid promptly). If a change proposed by the Sellers is disputed by Buyer, then Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen Sellers shall negotiate in good faith to resolve such dispute. If, after a period of twenty (1520) Business Days after Seller's receipt days following the date on which the Sellers give Buyer notice of any notice of disagreement from Buyersuch proposed change, any such agreement shall be binding upon the parties to this Agreement. If proposed change still remains disputed, then Buyer and Seller are unable to resolve any such disagreement within such periodthe Sellers hereby agree that Ernst & Young, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First ChoiceACCOUNTING FIRM") orshall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, if such firm is not available, such other independent accounting firm of national reputation selected based solely on presentations by the mutual agreement Sellers and Buyer, and not by independent review, only those issues still in dispute. The decision of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement Accounting Firm shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as in accordance with the "Closing Balance Sheet." The fees and disbursements provisions of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm.this

Closing Balance Sheet. Within forty-five (45) As promptly as possible and in any event within sixty days after the Closing Date, Seller shall the Buyer will prepare with or cause to be prepared, and will provide to the assistance of its independent certified public accountants ("Seller's Auditors") and present to Buyer the Company, a consolidated balance sheet of the Aerospace Business Purchased Assets and Assumed Liabilities as of the Closing Date (the "Proposed “Closing Balance Sheet"”), together with (i) a written statement (the “Working Capital Statement”) setting forth in reasonable detail its determination of the Working Capital as of immediately prior to the Closing as reflected on the Closing Balance Sheet (the “Closing Working Capital”), (ii) a written statement (the “Past Due Receivables Statement”) setting forth in reasonable detail its determination of the Past Due Receivables on the Closing Date as reflected on the Closing Balance Sheet (the “Closing Past Due Receivables”), (iii) a written statement (the “Trade Accounts Payable Statement”) setting forth in reasonable detail its determination of the Trade Accounts Payable on the Closing Date as reflected on the Closing Balance Sheet (the “Closing Trade Accounts Payable”), and (iv) a written statement (the “Employee Related Accrued Expenses Statement”) setting forth in reasonable detail its determination of the Employee Related Accrued Expenses on the Closing Date as reflected in the Closing Balance Sheet (the “Closing Employee Related Accrued Expenses”). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal accounting procedures consistent with past practice, the financial position of the Aerospace Business as of the Closing Date using practices and procedures applied in a manner consistent with the preparation of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement unless Buyer gives written notice of disagreement with any of the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such periodWorking Capital Statement, the disagreement shall Past Due Receivables Statement, the Trade Accounts Payable Statement and the Employee Related Accrued Expenses Statement will be referred for final determination prepared in accordance with GAAP. The Company will have reasonable access to PricewaterhouseCoopers LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected work papers used by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay Sheet, the fees Working Capital Statement, the Past Due Receivables Statement, the Trade Accounts Payable Statement and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firmEmployee Related Accrued Expenses Statement.

Closing Balance Sheet. Within forty-five Seller shall, at Seller's cost and expense, prepare or cause to be prepared a balance sheet of the Specified Assets and the Specified Liabilities (45to the extent required by GAAP to be disclosed on a balance sheet) as of the Effective Date ("Closing Balance Sheet") in accordance with GAAP which shall fairly present in all material respects the Specified Assets and the Specified Liabilities. Seller shall deliver the Closing Balance Sheet to NCO within thirty (30) days after the Effective Date. On or before the date that Seller delivers the Closing DateBalance Sheet to NCO, Seller shall prepare with the assistance of its independent certified public accountants deliver to NCO detailed lists ("Seller's Auditors") and present to Buyer the balance sheet of the Aerospace Business as of the Closing Date (the "Proposed Closing Balance Sheet"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (except as footnoted thereinLists") and Seller's normal accounting procedures consistent with past practice, the financial position of all of the Aerospace Business as of Specified Assets and Specified Liabilities by balance sheet account, and with aggregate net balances equal to the Closing Date using practices and procedures applied in a manner consistent with balances on the preparation of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet Lists shall include, but not necessarily be binding upon limited to, lists of (a) Accounts Receivable, showing customer names, individual invoice dates, individual invoice amounts and allowances for doubtful accounts, or, in the parties to this Agreement unless Buyer gives written notice case of disagreement with any of earned but not billed receivables, customer names and individual dates on which the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller receivables are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP billed (the "First ChoiceReceivable Lists"); (b) or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of Seller's Auditors incurred current assets included in the preparation of Specified Assets, itemized by category and with appropriate explanation; (c) Tangible Property included in the Proposed Closing Balance Sheet shall Specified Assets, grouped as to type, showing cost, accumulated depreciation and net book value; (d) Software and Intangibles included in the Specified Assets, showing cost or amount capitalized, accumulated amortization and net book value; (e) accounts payable included in the Specified Liabilities, itemized by payee; (f) accrued expenses and reserves included in the Assumed Liabilities, itemized by category and with appropriate explanation; (g) deferred revenues included in the Assumed Liabilities, itemized by customer and dates by which revenue will be paid recognized; and (h) other current and long-term liabilities included in the Assumed Liabilities, itemized by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firmpayee.

Closing Balance Sheet. Within forty-five (45) days On or before the 60th day after the Closing Date, Seller shall the Company will prepare with the assistance of its independent certified public accountants ("Seller's Auditors") and present to Buyer the a balance sheet as of the Aerospace Business as close of business on the day immediately preceding the Closing Date (without giving effect to any of the transactions contemplated hereby), which shall be audited by Arthxx Xxxexxxx XXX (the "Proposed Company's Accountant") (together with the related audit report of such firm, the "Closing Balance Sheet"), and which shall set forth a calculation of the Closing Net Working Capital, and the Company will promptly deliver a copy of the Closing Balance Sheet to the Purchaser. The parties agree that Company shall pay all fees and expenses in connection with the Proposed preparation of the Closing Balance Sheet, including the fees of the Company's Accountant. The Closing Balance Sheet shall (x) be prepared so that it presents fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal accounting procedures consistent with past practice, the financial position of the Aerospace Business as of the Closing Date using practices and procedures applied in a manner consistent with the preparation of the Financial Statementshistorical financial statements of the Company and (y) fairly present the financial position of the Company as of the Closing Date. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon requestDuring such 60-day period, the workpapers Purchaser will provide the Company and the Company's Accountant reasonable access to the Company's records. To facilitate the preparation of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes the calculation of verifying Closing Net Working Capital, during the accuracy 30-day period immediately following the Company's delivery of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement unless Buyer gives written notice of disagreement with any of the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in the Company will use commercially reasonable detail best efforts to provide the nature Purchaser and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First ChoicePurchaser's Accountant") orreasonable access to the Company's Accountant, if such firm and the work papers related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital. On or prior to the 30th day following Company's delivery of the Closing Balance Sheet, the Purchaser may give the Company a written notice stating in reasonable detail the Purchaser's objections (an "Objection Notice") to the Closing Balance Sheet. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination expressly set forth on the Closing Balance Sheet which is not available, such other independent accounting firm of national reputation selected by specifically objected to in the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement Objection Notice shall be deemed final and binding upon the parties hereto Parties upon delivery of the Objection Notice. If the Purchaser does not give the Company an Objection Notice within such 30-day period, then the Closing Balance Sheet will be conclusive and binding upon the Parties and the Closing Net Working Capital set forth in the Closing Balance Sheet will constitute the Closing Net Working Capital for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance SheetSection 1F(i) above." The fees and disbursements of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm.

Closing Balance Sheet. Within forty-five Seller shall, at Seller's cost and expense, --------------------- prepare or cause to be prepared a balance sheet of the Specified Assets and the Specified Liabilities (45to the extent required by GAAP to be disclosed on a balance sheet) as of the Effective Date ("Closing Balance Sheet") in accordance with GAAP which shall fairly present in all material respects the Specified Assets and the Specified Liabilities. Seller shall deliver the Closing Balance Sheet to NCO within thirty (30) days after the Effective Date. On or before the date that Seller delivers the Closing DateBalance Sheet to NCO, Seller shall prepare with the assistance of its independent certified public accountants deliver to NCO detailed lists ("Seller's Auditors") and present to Buyer the balance sheet of the Aerospace Business as of the Closing Date (the "Proposed Closing Balance Sheet"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (except as footnoted thereinLists") and Seller's normal accounting procedures consistent with past practice, the financial position of all of the Aerospace Business as of Specified Assets and Specified Liabilities by balance sheet account, and with aggregate net balances equal to the Closing Date using practices and procedures applied in a manner consistent with balances on the preparation of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet Lists shall include, but not necessarily be binding upon limited to, lists of (a) Accounts Receivable, showing customer names, individual invoice dates, individual invoice amounts and allowances for doubtful accounts, or, in the parties to this Agreement unless Buyer gives written notice case of disagreement with any of earned but not billed receivables, customer names and individual dates on which the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller receivables are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP billed (the "First ChoiceReceivable Lists"); (b) or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of Seller's Auditors incurred current assets included in the preparation of Specified Assets, itemized by category and with appropriate explanation; (c) Tangible Property included in the Proposed Closing Balance Sheet shall Specified Assets, grouped as to type, showing cost, accumulated depreciation and net book value; (d) Software and Intangibles included in the Specified Assets, showing cost or amount capitalized, accumulated amortization and net book value; (e) accounts payable included in the Specified Liabilities, itemized by payee; (f) accrued expenses and reserves included in the Assumed Liabilities, itemized by category and with appropriate explanation; (g) deferred revenues included in the Assumed Liabilities, itemized by customer and dates by which revenue will be paid recognized; and (h) other current and long-term liabilities included in the Assumed Liabilities, itemized by Seller. Buyer shall pay the fees and disbursements of Buyer's Auditors. The fees and disbursements of the First Choice or the Selected Firm, as the case may be, shall be paid by Buyer and Seller as the First Choice or the Selected Firm, as the case may be, shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firmpayee.